Eurazeo / 2018 Registration document

SHAREHOLDERS’ MEETING Presentation and draft resolutions

Compensation paid or awarded during fiscal year 2018 to Olivier Millet, member of the Executive Board since March 19, 2018 (12 th resolution)

Compensation

Amount

Comment

Fixed compensation €450,000

Olivier Millet received fixed compensation of €450,000 for fiscal year 2018. Basic variable compensation is equal to 100% of fixed compensation if objectives are attained, i.e. €450,000 for fiscal year 2018 for Olivier Millet. Total variable compensation is capped at 150% of basic variable compensation if objectives are exceeded, i.e. €675,000. Quantitative and qualitative criteria: During its meeting of March 8, 2018, the Supervisory Board, at the recommendation of the CAG Committee, set the following quantitative and qualitative criteria: Quantitative criteria: Quantitative criteria are calculated on 60% of the basic bonus and limited to 120% thereof. Criteria adopted: change in NAV in absolute terms (25%); • change in NAV in relative terms compared with the performance of the CAC 40 (25%); • compliance of EBITDA with budget (10%). • Qualitative criteria: The qualitative criteria represent 40% of the basic bonus and can represent up to 50% of the basic bonus at the decision of the CAG Committee in the event of an exceptional contribution to issues not identified when setting the annual objectives. common criteria: implementing the new structure, maintaining the structure’s consistency • and cohesion, completing transactions and integrating companies acquired in 2017, digital development, containing overheads and improving CSR 2020 strategy indicators (25% of the target bonus); individual appraisal by the CAG Committee (15% of the target bonus). • Based on the criteria set by the Supervisory Board on March 8, 2018 and actual performance levels noted as of December 31, 2018, variable compensation was calculated as follows: based on quantitative criteria: 77.91% of the target bonus (82.83% in 2017), or €350,595 • (22.20% in respect of the change in NAV in absolute terms, 50.00% in respect of the change in NAV in relative terms and 5.71% in respect of compliance of EBITDA with budget); based on qualitative criteria: 38.13% of the basic bonus, or €171,563 (23.13% in respect of • common qualitative criteria and 15% in respect of the individual appraisal). At the recommendation of the CAG Committee, the Supervisory Board meeting of March 7, 2019, decided to grant gross variable compensation of €522,158, representing 116.04% of target variable compensation. The compensation policy is presented in Section 3.2 of the Registration Document.

Annual variable compensation

€522,158

Deferred variable compensation Multi-year variable compensation Special payments

N/A

Olivier Millet does not receive any deferred variable compensation.

N/A

Olivier Millet does not receive any multi-year variable compensation.

N/A N/A

Olivier Millet does not receive any special payments.

Stock options, performance shares and all other long-term compensation components

Olivier Millet was not granted any options or performance shares in 2018 in respect of his duties as a member of the Executive Board.

Attendance fees Benefits in kind

N/A

Olivier Millet did not receive any attendance fees in respect of fiscal year 2018.

€28,632

Olivier Millet is covered by a senior executive insurance policy (garantie sociale des chefs d'entreprise – GSC) and has a company car. These two benefits were valued in benefits in kind in 2018 in the amount of €28,632.

Eurazeo

394

2018 Registration Document